0001181431-11-033018.txt : 20110526 0001181431-11-033018.hdr.sgml : 20110526 20110526184318 ACCESSION NUMBER: 0001181431-11-033018 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110524 FILED AS OF DATE: 20110526 DATE AS OF CHANGE: 20110526 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LINKEDIN CORP CENTRAL INDEX KEY: 0001271024 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 650-687-3600 MAIL ADDRESS: STREET 1: 2029 STIERLIN COURT CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN Corp DATE OF NAME CHANGE: 20101001 FORMER COMPANY: FORMER CONFORMED NAME: LINKEDIN LTD DATE OF NAME CHANGE: 20031121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GREYLOCK XI LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001136545 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 11875685 BUSINESS ADDRESS: STREET 1: ONE BRATTLE SQUARE, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 781-622-2228 MAIL ADDRESS: STREET 1: ONE BRATTLE SQUARE, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Greylock XI GP Limited Partnership CENTRAL INDEX KEY: 0001351699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35168 FILM NUMBER: 11875686 BUSINESS ADDRESS: STREET 1: ONE BRATTLE SQUARE, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 781-662-2200 MAIL ADDRESS: STREET 1: ONE BRATTLE SQUARE, 4TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02138 4 1 rrd312972.xml FORM 4 X0303 4 2011-05-24 0 0001271024 LINKEDIN CORP LNKD 0001351699 Greylock XI GP Limited Partnership 2550 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001136545 GREYLOCK XI LIMITED PARTNERSHIP 2550 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Common Stock 2011-05-24 4 C 0 12300499 A 12300499 I See footnote Common Stock 2011-05-24 4 C 0 342681 A 342681 I See footnote Common Stock 2011-05-24 4 J 0 12300499 D 0 I See footnote Common Stock 2011-05-24 4 J 0 342681 D 0 I See footnote Series B Convertible Preferred Stock 2011-05-24 4 C 0 12224160 0 D Common Stock 12224160 0 I See footnote Series D Convertible Preferred Stock 2011-05-24 4 C 0 76339 0 D Common Stock 76339 0 I See footnote Series B Convertible Preferred Stock 2011-05-24 4 C 0 340554 0 D Common Stock 340554 0 I See footnote Series D Convertible Preferred Stock 2011-05-24 4 C 0 2127 0 D Common Stock 2127 0 I See footnote Class B Common Stock 2011-05-24 4 J 0 12300499 0 A Class A Common Stock 12300499 12300499 I See footnote Class B Common Stock 2011-05-24 4 J 0 342681 0 A Class A Common Stock 342681 342681 I See footnote Each share of Common Stock shall be reclassified into one share of Class B Common Stock following the conversion of each series of convertible preferred stock and immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. The Series D Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock and had no expiration date. Shares held directly by Greylock XI Limited Partnership ("GXILP"). Greylock XI GP Limited Partnership ("GXIGPLP"), the general partner of GXILP, may be deemed to share voting and dispositive power with respect to the shares held by GXILP. Each of these entities disclaims beneficial ownership of the securities held by GXILP except to the extent of any pecuniary interest therein. Shares held directly by Greylock XI-A Limited Partnership ("GXIALP"). GXIGPLP, the general partner of GXIALP, may be deemed to share voting and dispositive power with respect to the shares held by GXIALP. Each of these entities disclaims beneficial ownership of the securities held by GXIALP except to the extent of any pecuniary interest therein. Following the conversion of each series of convertible preferred stock and immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock. Pursuant to a reclassification exempt under Rule 16b-7, each share of Common Stock automatically converted into one share of Class B Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common stock upon (i) the date specified by the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, (ii) any transfer (subject to certain exceptions), or (iii) the death of a natural person holding Class B Common Stock, the Class B Common Stock held by that person or his or her permitted estate planning entities will convert automatically into Class A Common Stock. The Class A Common Stock and Class B Common Stock will each convert automatically into a single class of Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. /s/ Donald A. Sullivan, as Administrative Partner of Greylock XI GP Limited Partnership 2011-05-26 /s/ Donald A. Sullivan, as Administrative Partner of Greylock XI GP Limited Partnership, the General Partner of Greylock XI Limited Partnership 2011-05-26